Terms of Service

General Terms and Conditions Last updated June 2018

1. Scope of application

These General Terms and Conditions ("GTC") apply to the business division of Black Sheep Innovations GmbH, Gewerbestrasse 3.1, CH – 8864 Reichenburg (subsequent „Company“). The Company owns and operates the platform and provides paid and free services onit in connection with the development of vehicle accessories and components thereof. Furthermore, the company sells productsin the above-mentioned area.
These GTC apply to the above-mentioned areas as well as to the other services which the company provides directly andindirectly to the customer.

2. Conclusion of contract

The contract is concluded by the Client's acceptance of the Company's offer concerning the purchase of services, products orlicences.
Furthermore, the contract is concluded when the customer makes use of the services offered by the company or obtains or usesproducts of the company (licence).

3. Pricing

Unless otherwise quoted, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT). Prices are exclusive of any other applicable taxes.

The Company reserves the right to change prices at any time. The prices valid at the time of the conclusion of the contract onthe website or according to the separate price list of the Company shall apply. For the customer, the prices valid at the time ofthe conclusion of the contract shall apply.

4. Payment

The customer is obliged to pay for the ordered goods in advance. He has the option of bank transfer as well as payment viaPayPal at his disposal.
Under certain conditions, payment by invoice is possible. In this case, the payment period is 10 days. If the invoice is not paidwithin the aforementioned payment period, the customer will be sent a reminder. If the customer does not settle the invoicewithin the set reminder period, he is automatically in default. From the time of default, the customer shall owe interest on arrearsin the amount of 5%.

Offsetting of the invoiced amount against any claim the Client may have against the Company is not permitted.

The Company shall have the right to refuse to provide the Service, supply the Product or grant the Licence in the event of latepayment.

5. Obligations of the company

5.1. Service provision

Unless otherwise agreed, the Company shall fulfil its obligation by providing the agreed service. The service includes theservices which are or were published online at the time of the conclusion of the contract.For the performance of the services, the registered office of the Company shall be deemed to be the place of performance,unless otherwise agreed.

5.2. Auxiliary persons

The parties have the express right to call in auxiliary persons to perform their duties under the contract. They shall ensure thatthe auxiliary person is engaged in compliance with all mandatory statutory provisions and any collective labour agreements.

6. Obligations of the client

6.1. Exercise of the rights of use

The customer is obliged to exercise the rights of use only to the extent granted. The customer is fully responsible for thesafekeeping of his access data and passwords. The customer is responsible for the content of the recorded data andinformation.
The Client is obliged to make all arrangements necessary for the provision of the service by the Company without delay. TheClient shall make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on thecircumstances, this may include the provision of appropriate information and documentation to the Company.
By accepting these GTC, the customer also confirms that he or she has unlimited capacity to act and is of legal age. Byregistering, the customer expressly declares that all information provided is true, up-to-date and in compliance with the rights ofthird parties, morality and the law.

6.2. Duties to cooperate

The Client is obliged to make all arrangements necessary for the provision of the service by the Company without delay. TheClient shall make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on thecircumstances, this may include the provision of appropriate information and documentation to the Company.
Furthermore, the Client is obliged to cooperate comprehensively and promptly. The Client shall provide the Company with alldocuments required in connection with the provision of services without being requested to do so, in full and with correctcontent. The Company assumes that the information and documents supplied are correct and complete and comply with thestatutory obligations to cooperate and provide information. The Company shall only be responsible for checking the correctnessand regularity of the Client's information, documents and figures if this has been agreed in writing in advance.

6.3. Further duties

The customer is fully responsible for the safekeeping of his access data and passwords. The client is responsible for the contentof the data and information collected.
The Company is entitled to monitor the conduct of the Client in connection with the use of the Internet platform. In particular, theCompany is entitled to check the legality of the content entered by the Client on the online platform at any time.

7. Resignation

7.1. Services

Both parties have the right to withdraw from the contract at any time. The withdrawing party shall compensate the other party infull for any expenses already incurred. Withdrawal at inopportune times is not permitted. The costs caused by the withdrawal willbe charged to the client. The customer will be informed of the exact amount when the contract is concluded.

7.2. Products

A return or exchange of products is generally excluded.

7.3. Defective product

Defective products will be repaired or replaced by the supplier. Return or exchange of a defective product is only possible to theaddress for goods shipments specified by the supplier and after prior consultation. Returns to the Company's billing addresscannot be accepted as a matter of principle.

8. Retention of title

Ownership of the products shall remain with the Company until the purchase price has been paid in full. Until then, the customer may not dispose of the products, in particular neither sell nor rent or pledge them.

9. Warranty

The Company shall endeavour to ensure good availability of and shall take reasonable precautions to protect against third party interference.
However, it cannot guarantee the uninterrupted and trouble-free functioning of and the services offered, nor can it guarantee that the files are free of viruses. The company provides no guarantee for the factual and content-related correctness, completeness and reliability or quality of the published or transmitted information and documents. It can also give no guarantee for non-spamming, harmful software, spyware, hacking or phishing attacks etc. which impair the use of the service, damage the infrastructure (e.g. terminal equipment, PC) of the customer or otherwise harm the customer. The Company cannot guarantee the factual and content-related correctness, completeness and reliability or quality of the information and processes provided, published or transmitted or the work result of the Services. Any problem or defect must be reported to the Company immediately.
The company warrants that the product is free from defects in material and workmanship.
Any defect must be reported to the Company immediately. It is up to the Company to decide whether the defective product will be repaired or replaced. Only if a replacement or repair is not possible is the customer entitled to a reduction or refund of the purchase price. The claim for reimbursement of costs in the case of third-party repairs is excluded. During the time of repair, the customer has no claim to a replacement product. The warranty starts anew for the repaired element, the original warranty period continues for the remaining elements of the product.

10. Liability

Liability for any indirect damages and consequential damages is excluded in full. Liability for direct damage is limited to the sum of the service, product or licence purchased by the customer.
This limitation of liability does not apply to direct damages caused by gross negligence or intent.
The customer is obliged to report any damage to the company immediately.
Any liability for auxiliary persons is excluded in full.

11. Intellectual property rights

All rights to the products, services and any trademarks are vested in the Company or it is authorised to use them by the owner.
Neither these General Terms and Conditions nor any individual agreements pertaining thereto have as their content the transfer of intellectual property rights, unless this is explicitly mentioned. Furthermore, any further use, publication or making available of information, images, texts or anything else which the Client receives in connection with these provisions is prohibited, unless explicitly authorised by the Company.
If the customer uses content, texts or pictorial material in connection with the company in which third parties have a property right, the customer must ensure that no property rights of third parties are infringed.

12. Data protection

The Company may process and use the data recorded within the framework of the conclusion of the contract for the fulfilment of the obligations arising from the contract. The Company shall take the measures required to secure the data in accordance with the statutory provisions. The Client fully agrees to the storage and contractual use of his data by the Company and is aware that the Company is obliged and entitled to disclose information from the Client to courts or authorities or to third parties if ordered to do so. If the Client has not expressly prohibited it, the Company may use the data for marketing purposes as well as pass them on to its partners for advertising purposes. The data necessary for the performance of the service may also be passed on to commissioned service partners or other third parties.
Furthermore, the data protection provisions apply.

13. Changes

These General Terms and Conditions may be amended by the Company at any time. The new version shall come into force by publication on the Company's website. In principle, the version of the GTC in force at the time of conclusion of the contract shall apply to the customer. Unless the customer has agreed to a newer version of the GTC.

14. Priority

These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts which specify the provisions of these GTC shall take precedence over these GTC.

15. Severability clause

Should a provision of this contract or an annex thereto be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision by a valid provision which comes as close as possible to the intended economic purpose of the invalid provision. The same shall apply to any loopholes in the contract.

16. Confidentiality

Both parties, as well as their auxiliary persons, undertake to treat all information submitted or acquired in connection with the services as confidential. This obligation shall remain in force even after the termination of the contract.

17. Force majeure

If the timely performance by the Company, its suppliers or third parties called in is made impossible as a result of force majeure, such as natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company shall be released from the performance of the affected obligations for the duration of the force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 30 days, the Company may withdraw from the contract. The Company shall reimburse the Client in full for any payment already made.
Any further claims, in particular claims for damages as a result of vis major, are excluded.

18. Applicable law / place of jurisdiction

These GTC are subject to Swiss law. Unless mandatory statutory provisions prevail, the court at the registered office of the company shall have jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.221.1) is explicitly excluded.